Governance
Corporate Governance

Responsible governance & monitoring of the Company

We are committed to creating sustainable value and positioning our Company in the best possible manner to meet the needs of all stakeholders. For this purpose, we rely on responsible corporate management governed by established criteria. It constitutes the basis of our decision-making and control processes.

Relevant statutory provisions as well as our internal regulations constitute the basis for the organization of governance and control at K+S. These include, for example, stock corporation, co-determination and capital market law, the Articles of Association and bylaws of our Supervisory Board and Board of Executive Directors as well as the German Corporate Governance Code.

Please refer to www.corporate-governance-code.de/en for the complete text of the German Corporate Governance Code. The declaration of conformity of K+S Aktiengesellschaft can be found further down this page.

Beyond the legal obligations, we have defined fundamental values and principles governing our conduct and decisions, while at the same time providing orientation for our entrepreneurial activities.

Declaration of Compliance pursuant to §161 of the German Stock Corporation Act (AktG)

K+S Aktiengesellschaft, Kassel
Securities identification number (WKN): KSAG88; ISIN: DE000KSAG888

Declaration of Compliance December 2022

"For the period from the issuance of the last Declaration of Compliance on March 9, 2022, to June 26, 2022, the following declaration refers to the recommendations of the German Corporate Governance Code as amended on December 16, 2019, and published in the Federal Gazette on March 20, 2020 ("Code 2020"). For the period from June 27, 2022, the declaration refers to the recommendations of the Code as amended on April 28, 2022, which was published in the Federal Gazette on June 27, 2022 ("Code 2022").

The Board of Executive Directors and the Supervisory Board of K+S Aktiengesellschaft declare pursuant to Section 161 of the German Stock Corporation Act that all recommendations of the "Government Commission on the German Corporate Governance Code" have been complied with and will be complied with in the future, except for the following recommendations:

  • Recommendation G.10 sentences 1 and 2 Code 2022 (= G.10 sentences 1 and 2 of the Code 2020) - granting of variable remuneration amounts largely invested in shares and access to granted long-term variable remuneration components

The variable remuneration components have not been and will not be granted to the members of the Board of Executive Directors on a share-based basis and the members of the Board of Executive Directors have not been and will not be obliged to invest the variable remuneration components predominantly in shares of the Company, therefore the Company has so far deviated and will continue to deviate from recommendation G.10 sentence 1 of the Code 2022 (= G.10 sentence 1 of the Code 2020). The Supervisory Board has, however, resolved with effect from January 1, 2023, to adjust the remuneration system to the effect that the members of the Board of Executive Directors are obliged to acquire shares to the value of a 100% short term incentive within three years with a holding period of two years after leaving the Company. The Board of Executive Directors and the Supervisory Board do not consider it appropriate to stipulate how the members of the Board of Executive Directors are to invest the variable remuneration components they have earned. Private asset management by the members of the Board of Executive Directors should not be interfered with wherever possible. Furthermore, the management bodies do not consider it appropriate to pay out the variable remuneration components, which are in any case earned over the long term, only after a period of four years has elapsed.

  • Recommendation G.12 Code 2022 (= G.12 of the Code 2020) - Payment of open variable remuneration components

In the event of termination of a Board of Executive Directors service agreement, we consider it necessary to be able to decide on a case-by-case basis on the modalities of payment of outstanding variable remuneration components, irrespective of the originally agreed due dates. On leaving the Company, a member of the Board of Executive Directors is no longer responsible for the success or failure of the operating business.

  • Recommendation G.13 sentence 2 Code 2022 (= G.13 sentence 2 of the Code 2020) - Crediting of a severance payment against the waiting allowance

We also consider it advisable to decide on the amount of a severance payment and waiting allowance depending on the individual case and taking into account the respective contractual provisions.

  • Recommendation G.13 sentence 1 Code 2022 (= G.13 sentence 1 of the Code 2020) - Payments in the event of early termination of service on the Board of Executive Directors

On February 22, 2022, the Company and the former Chief Financial Officer Mr. Boeckers entered into a termination agreement providing for the payment of the outstanding remuneration claims under the previously existing service agreement. The sum of the remuneration payments granted to Mr. Boeckers hereunder exceeds the remuneration cap of two years' remuneration specified in recommendation G.13 sentence 1 Code 2022 (= G.13 sentence 1 of the Code 2020). Although the Supervisory Board is careful not to agree on payments exceeding the remuneration cap, it was unable to avoid this in the case of Mr. Boeckers due to the long remaining term of his service agreement. For the future, the management bodies also intend to comply with this Code recommendation.

Kassel, in December 2022“

K+S Aktiengesellschaft 

The Supervisory Board          The Board of Executive Directors

Previous Declarations of Compliance